Common use of CERTAIN INFORMATION CONCERNING THE PURCHASER Clause in Contracts

CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnerships. The Manager of the Purchaser is Equity Resources Group, Inc., a Massachusetts corporation ("Manager"), which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner of the Purchaser. XXX is engaged in real estate investment and consulting. The Purchaser's, ERG's and Mr. Xxxxxxxxxxxx's offices are located at 00 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000. For certain information concerning the members of the Manager, see Schedule 1 to this Offer to Purchase. Except as otherwise set forth in this Offer to Purchase, o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser beneficially owns or has a right to acquire any Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser has any contract, arrangement, understanding, or relationship with any other person with respect to any securities of the Partnership, including but not limited to, contracts, arrangements, understandings, or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents, or authorizations; o there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC between the Purchaser, Manager, or ED,, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or affiliates, on the other hand; and o there have been no contracts, negotiations, or transactions between the Purchaser, Manager, or ED, or to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer (other than as described in Section 8 of this Offer) or other acquisition of securities, an election or removal of the General Partner, or a sale or other transfer of a material amount of assets.

CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnershipswas organized for the purpose of acquiring the BACs pursuant to the Offer. The Manager principal executive office of the Purchaser is Equity Resources Groupat 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The managing member of the Purchaser (the "Managing Member") is Lehigh Tax Credit Partners, Inc., a Massachusetts corporation ("Manager")Delaware corporation. Since its inception, which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner directors of the Purchaser. XXX is engaged in real estate investment Managing Member have been X. Xxxxxxx Xxxxx, Xxxxxx X. Xxxxxx and consultingXxxx X. Xxxxxx. The Purchaser'sexecutive officers of the Managing Member are X. Xxxxxxx Xxxxx, ERG's Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx and Mr. Xxxxxxxxxxxx's offices are located at 00 Xxxxxx X. Xxxxx. The business address for each of Messrs. Xxxxx, Boesky, Hirmes and Schnitzer and Xx. Xxxxx Xxxxxx Xxxxxxxxxis 000 Xxxxxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000. For certain information concerning the members executive officers and directors of the ManagerManaging Member, see Schedule 1 I to this Offer to Purchase. Other than Xx. Xxxxx, the persons set forth on Schedule I, who effectively control the Purchaser, are also officers of Related Independence Associates Inc., the sole general partner of the General Partner. Therefore, the Purchaser and the General Partner, subject to its fiduciary duties, may have a conflict of interest with respect to certain matters involving BACs holders, Limited Partners and/or the Partnership. Except as otherwise set forth in this Offer to PurchasePurchase or Schedule I hereto, o (1) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1I, or nor any affiliate of the Purchaser foregoing beneficially owns or has a right to acquire any Units; o BACs, (2) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, the persons listed on Schedule I, nor any affiliate thereof or director, executive officer or subsidiary of the Managing Member has effected any transaction in the BACs within the past 60 days, (3) neither the Purchaser, the Managing Member and, to the best of the Purchaser's knowledge, any of the persons listed on Schedule 1I, nor any director or any affiliate executive officer of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser Managing Member has any contract, arrangement, understanding, understanding or relationship with any other person with respect to any securities of the Partnership, including including, but not limited to, contracts, arrangements, understandings, understandings or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, loss or the giving or withholding of proxies, consents, or authorizations; o (4) there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC Commission between any of the Purchaser, Manager, or ED,the Managing Member, or, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI, on the one hand, and the Partnership or its affiliates, on the other hand; , and o (5) there have been no contracts, negotiations, negotiations or transactions between the Purchaser, Managerthe Managing Member or, or ED, or to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer (other than as described in Section 8 of this Offer) or other acquisition of securities, an election or removal of the General Partner, directors or a sale or other transfer of a material amount of assets. The Purchaser owns 85 BACs, which represents less than 1% of the number of BACs outstanding as reported in the Form 10-Q (the most recently available filing containing such information). Effective as of October 1, 1997, the Purchaser effected a private transaction and acquired 45 BACs at a price per BAC of $807.50. The Purchaser was referred to that selling BACs holder by its affiliate, Related Capital Company, which received a telephone call from such party requesting information with respect to persons that may be interested in purchasing BACs. The Purchaser did not solicit the selling BACs holder.

CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnershipswas organized for the purpose of acquiring the Units pursuant to the Offer. The Manager of the Purchaser is Equity Resources Group, Inc., a Massachusetts corporation ("ManagerERG" or "Bidder"), which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner of the PurchaserXxxxxxxxxxxx. XXX is engaged in real estate investment and consulting. The Purchaser's, ERG's and Mr. XxxxxxxxxxxxERG's offices are located at 00 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000. For certain information concerning the members of the ManagerERG, see Schedule 1 to this Offer to Purchase. Except as otherwise set forth in this Offer to Purchase, o - neither the Purchaser, Manager, or ED, orPurchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser beneficially owns or has a right to acquire any Units; o - neither the Purchaser, Manager, or ED, orPurchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o - neither the Purchaser, Manager, or ED, orPurchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser has any contract, arrangement, understanding, or relationship with any other person with respect to any securities of the Partnership, including but not limited to, contracts, arrangements, understandings, or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents, or authorizations; o - there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC between any of the Purchaser, Manager, or ED,Purchasers, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or affiliates, on the other hand; and o - there have been no contracts, negotiations, or transactions between the Purchaser, Manager, or ED, Purchaser or to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer (other than as described in Section 8 of this Offer) or other acquisition of securities, an election or removal of the General Partner, or a sale or other transfer of a material amount of assets.

CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnershipswas organized for the purpose of acquiring the BACs pursuant to the Offer. The Manager principal executive office of the Purchaser is Equity Resources Groupat 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The managing member of the Purchaser (the "Managing Member") is Lehigh Tax Credit Partners, Inc., a Massachusetts corporation ("Manager")Delaware corporation. Since its inception, which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner directors of the Purchaser. XXX is engaged in real estate investment Managing Member have been X. Xxxxxxx Xxxxx, Xxxxxx X. Xxxxxx and consultingXxxx X. Xxxxxx. The Purchaser'sbusiness address for each of Messrs. Xxxxx, ERG's Boesky and Mr. Xxxxxxxxxxxx's offices are located at 00 Xxxxx Xxxxxx XxxxxxxxxHirmes is 000 Xxxxxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000. For certain information concerning the members executive officers and directors of the ManagerManaging Member, see Schedule 1 I to this Offer to Purchase. The persons set forth on Schedule I, who effectively control the Purchaser, are also officers of RFA, one of the two General Partners of the Partnership. Therefore, the Purchaser and RFA, subject to its fiduciary duties, may have a conflict of interest with respect to certain matters involving BACs holders, Limited Partners and/or the Partnership. This potential conflict of interest, however, may be mitigated because Section 5.1 of the Partnership Agreement provides that all decisions with respect to the management of the Partnership and its affairs shall be made only with the consent of both of the General Partners. As a result, RFA does not unilaterally control the Partnership. Except as otherwise set forth in this Offer to PurchasePurchase or Schedule I hereto, o (1) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1I, or nor any affiliate of the Purchaser foregoing beneficially owns or has a right to acquire any Units; o BACs, (2) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, the persons listed on Schedule I, nor any affiliate thereof or director, executive officer or subsidiary of the Managing Member has effected any transaction in the BACs within the past 60 days, (3) neither the Purchaser, the Managing Member and, to the best of the Purchaser's knowledge, any of the persons listed on Schedule 1I, nor any director or any affiliate executive officer of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser Managing Member has any contract, arrangement, understanding, understanding or relationship with any other person with respect to any securities of the Partnership, including including, but not limited to, contracts, arrangements, understandings, understandings or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, loss or the giving or withholding of proxies, consents, or authorizations; o (4) there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC Commission between any of the Purchaser, Manager, or ED,the Managing Member, or, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI, on the one hand, and the Partnership or its affiliates, on the other hand; , and o (5) there have been no contracts, negotiations, negotiations or transactions between the Purchaser, Managerthe Managing Member or, or ED, or to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer (other than as described in Section 8 of this Offer) or other acquisition of securities, an election or removal of the General Partner, directors or a sale or other transfer of a material amount of assets. The Purchaser owns 189 BACs, which represents less than 1% of the number of BACs outstanding as reported in the Form 10-K (the most recently available filing containing such information). The Purchaser effected three secondary market transactions, each effective as of March 1, 1997, to acquire a total of 169 BACs at a price per BAC of approximately $546.20, not including commissions. Also, effective as of March 1, 1997, the Purchaser effected a private transaction and acquired an additional 20 BACs at a price per BAC of $588. The Purchaser was referred to that selling BACs holder by its affiliate, Related Capital Company, which received a telephone call from such party requesting information with respect to persons that may be interested in purchasing BACs. The Purchaser did not solicit the selling BACs holders.

CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is was organized for the purpose of acquiring the BACs pursuant to the Offer, to acquire other securities which generate tax credits and/or tax losses, and, ultimately, to sell its membership interests to third parties (principally corporations) with a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnershipsneed for such tax credits and tax losses. The Manager principal executive office of the Purchaser is Equity Resources Groupat 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The managing member of the Purchaser (the "Managing Member") is Lehigh Tax Credit Partners, Inc., a Massachusetts corporation ("Manager")Delaware corporation. Since its inception, which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner directors of the Purchaser. XXX is engaged in real estate investment Managing Member have been X. Xxxxxxx Xxxxx, Xxxxxx X. Xxxxxx, and consultingXxxx X. Xxxxxx. The Purchaser'sexecutive officers of the Managing Member are X. Xxxxxxx Xxxxx, ERG's Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx and Mr. Xxxxxxxxxxxx's offices are located at 00 Xxxxxx X. Xxxxx. The business address for each of Messrs. Xxxxx, Boesky, Hirmes and Schnitzer and Xx. Xxxxx Xxxxxx Xxxxxxxxxis 000 Xxxxxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000. For certain information concerning the members executive officers and directors of the ManagerManaging Member, see Schedule 1 I to this Offer to Purchase. Other than Xx. Xxxxx, the persons set forth on Schedule I, who effectively control the Purchaser, are also officers of Related Independence Associates III Inc., the sole general partner of the General Partner. Therefore, the Purchaser and the General Partner, subject to its fiduciary duties, may have a conflict of interest with respect to certain matters involving BACs holders, Limited Partners and/or the Partnership. Except as otherwise set forth in this Offer to PurchasePurchase or Schedule I hereto, o (1) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1I, or nor any affiliate of the Purchaser foregoing beneficially owns or has a right to acquire any Units; o BACs, (2) neither the Purchaser, Manager, or ED, orthe Managing Member and, to the best knowledge of the Purchaser's knowledge, the persons listed on Schedule I, nor any affiliate thereof or director, executive officer or subsidiary of the Managing Member has effected any transaction in the BACs within the past 60 days, (3) neither the Purchaser, the Managing Member and, to the best of the Purchaser's knowledge, any of the persons listed on Schedule 1I, nor any director or any affiliate executive officer of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser Managing Member has any contract, arrangement, understanding, understanding or relationship with any other person with respect to any securities of the Partnership, including including, but not limited to, contracts, arrangements, understandings, understandings or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, loss or the giving or withholding of proxies, consents, or authorizations; o (4) there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC Commission between any of the Purchaser, Manager, or ED,the Managing Member, or, to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI to this Offer to Purchase, on the one hand, and the Partnership or its affiliates, on the other hand; , and o (5) there have been no contracts, negotiations, negotiations or transactions between the Purchaser, Managerthe Managing Member or, or ED, or to the best knowledge of the Purchaser's knowledge, any of the persons listed on Schedule 1 or any affiliate of the PurchaserI, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer (other than as described in Section 8 of this Offer) or other acquisition of securities, an election or removal of the General Partner, directors or a sale or other transfer of a material amount of assets.. The Purchaser owns 57 BACs, which represents less than 1% of the number of BACs outstanding as reported in the Form 10-K (the most recently available filing containing such information). Everest The following information was furnished to Purchaser by Everest Properties, Inc. ("Everest"): Xxxxxxx, with whom an affiliate of the Purchaser has entered into a certain letter agreement more particularly described in Section 11 below, is a California corporation whose principal business is investing in real estate